Dary Kopelioff
About Dary Kopelioff
Dary Kopelioff, 41, is a Class III director of Torrid Holdings (CURV), serving on the Board since July 2021; his current term expires at the 2027 annual meeting . He is a Managing Director at Sycamore Partners, with prior roles as an Associate at Golden Gate Capital (since 2007) and as a consultant at McKinsey & Company; he holds an M.B.A. from Harvard Business School and a B.S. with distinction from Stanford University . CURV is a “controlled company” under NYSE rules due to Sycamore’s majority voting power, and the Board includes two Sycamore representatives—Stefan Kaluzny and Mr. Kopelioff—who are not independent .
Past Roles
| Organization | Role | Tenure (as disclosed) | Committees/Impact |
|---|---|---|---|
| Sycamore Partners | Managing Director | Not disclosed | Board member on many Sycamore portfolio companies, retail/finance/capital structure expertise |
| Golden Gate Capital | Associate | Since 2007 (end date not disclosed) | Private equity investing experience |
| McKinsey & Company | Consultant | Not disclosed | Strategy/operations advisory background |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sycamore Partners portfolio companies (various) | Director | Not disclosed | Multiple portfolio company directorships (specific companies not listed) |
Board Governance
- Committee assignments: Compensation Committee (member) and Nominating & Corporate Governance Committee (Chair) .
- Attendance: In FY2024, all directors attended at least 75% of Board/committee meetings except Mr. Kaluzny; implies Mr. Kopelioff met the 75% threshold. FY2024 meeting counts: Board (6), Audit (5), Compensation (4), Nominating & Governance (4) .
- Independence: Not independent; one of two Sycamore-appointed directors. CURV relies on NYSE “controlled company” exemptions, including not requiring a majority-independent board or fully independent Compensation/Nominating committees .
- Board leadership: Chairperson is Sycamore’s Stefan Kaluzny; Lead Independent Director is Theophlius (Theo) Killion .
- Related-party oversight: Audit Committee (all independent; Chair is Michael Shaffer) reviews and approves related-party transactions .
Fixed Compensation (Director)
| Component (FY2024) | Amount | Notes |
|---|---|---|
| Annual Board retainer (cash) | $0 | Sycamore-appointed directors (Kaluzny, Kopelioff) receive no compensation from CURV for Board service |
| Committee chair fee (cash) | $0 | Nominating & Governance Chair fee otherwise $15,000 for independent directors; not paid to Sycamore appointees |
| Meeting fees | $0 | Not part of program; no separate meeting fees disclosed |
| Annual equity grant (RSUs) | $0 | Independent directors receive ~$125,000 RSUs; Sycamore appointees receive none |
Benchmark (for context, not applicable to Kopelioff): Independent directors receive $100,000 cash retainer; $15,000 additional for each committee chair; and $125,000 RSUs vesting in one year .
Performance Compensation (Director)
| Metric/Instrument | Plan Design | FY2024 Detail |
|---|---|---|
| Equity performance units/metrics | Not applicable to directors | No performance-conditioned director equity disclosed; Sycamore appointees receive no equity |
Other Directorships & Interlocks
| Company | Role | Interlock/Notes |
|---|---|---|
| Sycamore Partners portfolio companies (various) | Director | Broad involvement across Sycamore portfolio; specific public boards not listed in CURV’s proxy |
- Compensation Committee interlocks: Company discloses none (no CURV director/officer serving on a comp committee of a company that also has one of CURV’s executives on its board) .
Expertise & Qualifications
- Private equity governance, retail merchandising, accounting, finance and capital structure, strategic planning, leadership of complex organizations; board practices of major corporations .
- Education: M.B.A. (Harvard Business School); B.S. with distinction (Stanford University) .
Equity Ownership
| Holder | Shares Beneficially Owned | Awards Vesting ≤60 Days | Total | % of Outstanding |
|---|---|---|---|---|
| Dary Kopelioff | — | — | — | — (indicates zero) |
| Sycamore Partners Management LP (control shareholder) | 73,976,602 | — | 73,976,602 | 70.46% |
Additional alignment policy: Stock Ownership Guidelines (adopted Dec 2024) require non-employee directors to hold 5× annual cash retainer and retain 50% of net after-tax shares until compliant; however, Sycamore appointees receive no cash/equity from CURV, which may limit guideline applicability to them in practice .
Governance Assessment
-
Strengths
- Clear disclosure of committee roles; Kopelioff chairs Nominating & Corporate Governance and serves on Compensation, signaling active governance involvement .
- Audit Committee composed entirely of independent directors with an audit committee financial expert; related-party transactions subject to Audit Committee approval under written policy .
- Annual board/committee self-evaluations conducted; Lead Independent Director in place .
- Compensation Committee retains an independent consultant (Exequity); independence affirmed .
- Attendance met ≥75% threshold in FY2024 (exception noted for Mr. Kaluzny, not Mr. Kopelioff) .
-
Risks and potential conflicts
- RED FLAG: Controlled company status with exemptions—board is not majority independent; Kopelioff is a non-independent Sycamore managing director and chairs the Nominating & Governance Committee; Compensation Committee includes non-independent directors (Chair is Kaluzny), raising perceived conflict risks in nomination/governance and pay decisions .
- RED FLAG: Substantial related-party transactions with Sycamore affiliates—Hot Topic services ($2.1M; $0.6M payable) and MGF Sourcing purchases ($38.7M; ~8% of purchases; $7.9M payable), creating ongoing counterparty dependence and potential conflicts (though overseen by Audit Committee) .
- RED FLAG: Personal ownership/skin-in-the-game—proxy reports zero beneficial ownership for Mr. Kopelioff; alignment is indirect via Sycamore’s 70.46% stake rather than personal holdings .
- Director compensation and ownership guidelines—Sycamore appointees receive no cash/equity from CURV, which may weaken individual incentive alignment and make stock ownership guideline application unclear for them .
-
Contextual notes
- Lead Independent Director (Killion) provides a counterbalance within a controlled structure .
- No compensation committee interlocks disclosed, reducing cross-board pay-setting conflicts .
- Insider trading policy in place with pre-clearance/10b5-1 plan provisions; not a substitute for ownership alignment but supports compliance .
Board Governance (Committee Composition Snapshot)
| Committee | Members | Chair | Independence Notes |
|---|---|---|---|
| Audit | Shaffer, Killion, Rico Nikolov | Shaffer | All independent; Shaffer is “financial expert” |
| Compensation | Kaluzny, Killion, Kopelioff | Kaluzny | Controlled company exemptions; composition permitted under NYSE/SEC given status |
| Nominating & Corporate Governance | Kopelioff, Kaluzny, Harper | Kopelioff | Controlled company exemptions; chair is non-independent |
Related-Party Exposure (Selected FY2024 Activity)
| Counterparty (Sycamore affiliate) | Nature | Amounts |
|---|---|---|
| Hot Topic Inc. | Services to CURV under amended services agreement | CURV charged $2.1M; $0.6M payable at FY end |
| Hot Topic Inc. | Reverse services from CURV (IT services) | CURV charged Hot Topic $0.6M; $0.1M receivable at FY end |
| MGF Sourcing US, LLC | Merchandise purchases | $38.7M (~8% of total net purchases); $7.9M payable at FY end |
| Staples, Inc. | Purchases | Not material |
Policy: Related-party transactions require Audit Committee approval under the Related Party Transactions Policy .
Director Compensation (Program vs. Actual)
| Item | Independent Director Program | Kopelioff (FY2024 actual) |
|---|---|---|
| Annual cash retainer | $100,000 | $0 (Sycamore appointee) |
| Committee chair fee | $15,000 per chair | $0 (N&G chair but no pay as Sycamore appointee) |
| Annual RSU grant | $125,000 (1-year vest) | $0 |
Equity Ownership & Alignment
- Dary Kopelioff beneficial ownership: none reported; percentage not meaningful due to zero .
- Controlling holder: Sycamore Partners Management LP—73,976,602 shares (70.46%) .
- Stock Ownership Guidelines adopted Dec 2024: non-employee directors must hold 5× cash retainer; retain 50% of net after-tax shares until compliant (practical application unclear for Sycamore appointees given no CURV equity awards/retainers) .
Governance Takeaways for Investors
- Board effectiveness: Kopelioff is active (chairs Nominating & Governance; sits on Compensation), but his non-independence and affiliation with the control shareholder, combined with controlled-company exemptions, centralize influence and elevate conflict risk in nominations and pay governance .
- Conflicts/related-party signals: Material, ongoing transactions with Sycamore affiliates increase monitoring needs; independent Audit Committee oversight and a formal related-party policy partially mitigate—but do not eliminate—risk .
- Alignment: Lack of personal stock ownership and absence of CURV director compensation for Sycamore appointees mean incentives are tied to Sycamore’s fund-level economics rather than Kopelioff’s individual stake; consider this when assessing director alignment with minority shareholders .
- Engagement/attendance: Attendance thresholds met; Lead Independent Director structure in place; annual self-evaluations suggest process discipline within constraints of a controlled structure .